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Meeting Minutes for:
Public Relations Committee Meeting
Yuma International Airport, Conference Room
Monday, December 11, 2017 at 12:05 PM
Call to Order:
The Yuma County Airport Authority, Inc. (YCAA) Public Relations Committee of the Board of Directors was called to order at 12:05PM on December 11, 2017 in the Yuma International Airport Conference Room, 2191 E. 32nd Street, Suite 218, Yuma, Arizona 85365. The Presiding officer was Russell Jones, Chairman.
PUBLIC RELATIONS COMMITTEE MEMBERS PRESENT WERE:
Ed Whitehead, Director
Randall Nelson, Director
Eric Saltzer, Director
Russell Jones, Director
Ken Scott, ASN Volunteer
PUBLIC RELATIONS COMMITTEE MEMBERS ABSENT WERE:
None
ALSO PRESENT WERE:
Albert Gardner, Director
Gladys Wiggins, Airport Director
REGULAR AGENDA
1) Discussion and Possible recommendation regarding updating the Airport Authority’s Bylaws
Legal counsel has informed the Authority that our By-Laws are in need of updating. There were areas of improvement identified for the committee’s review such as identification of official committees and voting procedures.
The Airport staff provided all committee members with the most current Amended and Restated By-Laws for the Yuma County Airport Authority, Inc. which was adopted November 13, 2012. During the meeting the committee provided direction to the Airport staff necessary to begin revising the By-Laws.
Committee Chairman Russ Jones requested that the process include providing committee members with the By-Laws in electronic format to assist in communicating their desired modifications. A discussion ensued related to the nature of the YCAA as an entity and how the airport was classified or defined by statute. Airport Director, Ms. Wiggins informed the Committee that the YCAA was formed as a non-profit corporation in the State of Arizona and recognized as a governmental entity due to its relationship with Yuma County as defined by state statue. The IRS has recognized the YCAA as a governmental unit providing for its exemption from United States income tax.
The committee also received for review YCAA’s articles of incorporation adopted on January 1, 2003 after having been initially filed in December 1965, then amended in 1987, 1990, and 1995.
The Committee discussed several possible improvements to the by-laws including defining the committees, roles of the committees, listing the duties of the officers on the Board of Directors, defining or removing references such as special or honorary members of the Corporation, providing clarity to the voting process in regards to proxying the vote or in the rare case of a tie breaker, clearly defining the notification process, consideration to docusign if necessary during voting processes such as those necessary during the elections, defining quorum (to include wording such as seated Board of Directors), and any other necessary revisions as recommended during the review process and removal from office.
The Airport staff was directed to look at other Airport Authorities in the State to compare By-Laws, to provide the document comparisons and allow for sufficient review by the committee members. The Committee anticipates providing a final draft for consideration to the Board of Directors by February or March 2018. It is expected the committee will meet to review a draft of the By-Laws alongside legal review of any recommended changes.
ADJOURNMENT
There being no further business before the Board the meeting adjourned at 1:35PM.
// Approved //
Russ Jones
Public Relations Committee Chairman | |
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